R08-029
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RESOLUTION NO. R08- 08 q
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
APPROVING AN AGREEMENT TO HIRE A PUBLIC
ARTIST BETWEEN THE CITY OF BOYNTON BEACH
AND LUCY KESHAVARZ, TO CREATE CONCEPTS
AND AN IMPLEMENTATION PLAN FOR JAYCEE
PARK INTERPRETIVE PUBLIC ART MARKERS IN
THE AMOUNT OF $10,000.00; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Jaycee Park is participating in the Public Art Ordinance 07-002 by
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contributing to the creation and implementation of Interpretive Public Art Markers; and
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WHEREAS, the City Commission of the City of Boynton Beach, upon
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recommendation of staff, deems it to be in the best interests of the residents and citizens of
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the City of Boynton Beach to approve the Agreement between the City of Boynton Beach
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and Lucy Keshavarz in the amount of $10,000.00 for the concept creation and
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implementation plan for Jaycee Park Interpretive Public Art Markers.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
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THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
Each Whereas clause set forth above IS true and correct and
26 incorporated herein by this reference.
Section 2.
The City Commission of the City of Boynton Beach, Florida does
28 hereby approve and authorize the execution of the Agreement between the City of Boynton
29 Beach and Lucy Keshavarz in the amount of $10,000.00 for the concept creation and
30 implementation plan for Jaycee Park Interpretive Public Art Markers, a copy of said
S:ICAIRESO\Agreements-Jaycee Park- Public Artist.doc
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Agreement is attached hereto as Exhibit "A".
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Section 3.
That this Resolution shall become effective immediately upon
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4 PASSED AND ADOPTED this ~ day of March, 2008.
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CH, FLORIDA
Vice Mayor - Jose Rodriguez
COlssioner - RO~ld W ~
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Commissioner - Marlene Ross
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S:\CAIRESO\AgreementSIJaycee Park- Public Artist.doc
AGREEMENT
THIS AGREEMENT, dated the 7 day of ~ t!.L
between:
R08 - Od.q
, 2008, is by and
CITY OF BOYNTON BEACH, a municipal corporation, organized and operating pursuant to the laws
of the State of Florida, with a business address of 100 East Boynton Beach Boulevard, Boynton Beach,
Florida 33435, hereinafter referred to as "CITY",
and
Lucy Keshavarz, Art & Culture Group, with an address of 66 Saint James Drive, Palm Beach
Gardens, Florida 33418 hereinafter referred to as "ARTIST." CITY and ARTIST may hereinafter
collectively be referred to as the "Parties."
WITNESSETH:
In consideration of the mutual terms and conditions, promIses, covenants and payments
hereinafter set forth, CITY and ARTIST agree as follows:
WHEREAS, CITY desires to obtain professional services from a local artist for the creation of
public art concepts and a proposal to implement a program for the Jaycee Park Interpretive Public Art
Markers; and
WHEREAS, ARTIST possesses specific skills, talent, expertise, experience and knowledge to
provide the CITY with the services relating to the public art project in a professional and artistic
manner; and
WHEREAS, ARTIST has stated an interest in working on the creation of public art concepts
and proposal to implement the Jaycee Park Interpretive Public Art Markers for the CITY; and
WHEREAS, the CITY desires to commission the ARTIST to create public art concepts and a
proposal to implement the Jaycee Park Interpretive Public Art Markers; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed herein between the Parties hereto as follows:
ARTICLE 1
1.1. RECITALS: Each "whereas" clause set forth above IS true and correct and herein
incorporated by this reference.
ARTICLE 2
SERVICES AND RESPONSIBILITIES
2.1. ARTIST hereby agrees to create a concept and proposal to implement for Jaycee Park
Interpretive Public Art Markers, or other services which may otherwise be required, as further
enumerated in the Scope of Services set forth in Article 3 herein below.
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2.2. The Jaycee Park Interpretive Public Art Markers shall be located at such location within the
CITY as designated by the CITY.
2.3. ARTIST shall furnish all servIces and labor necessary and as may be required In the
performance of this Agreement.
2.4. ARTIST hereby represents to CITY, with full knowledge that CITY is relying upon these
representations when entering into this Agreement with ARTIST, that ARTIST has the professional
expertise, talent, experience and manpower to perform the services to be provided by ARTIST
pursuant to the terms of this Agreement.
2.5. ARTIST certifies, to his knowledge, that all work performed pursuant to this agreement,
including but not limited to the Jaycee Park Interpretive Public Art Marker concept, is an original
creation and does not infringe upon or violate any copyrights or other rights of any person, firm or
organization.
2.6. The CITY recognizes the ARTIST's rights pursuant to the Federal Visual Artist Rights Act of
1990, known as "V ARA". The CITY will not intentionally distort and/or modify the public art
concept where the modification or distortion would prejudice the ARTIST's honor or reputation.
2.7. The CITY is entitled to exhibit, publish, broadcast, advertise and otherwise use the likeness of
the public art, in any manner the CITY sees fit. The CITY agrees not to sell the public art concept to a
third-party for monetary gain. The CITY may transfer ownership of the public art concept to another
governmental entity or to a not for profit corporation.
2.8. The CITY agrees to give the ARTIST full acknowledgement and credit as the creator of the
Jaycee Park Interpretive Public Art Markers concept.
2.9. The CITY agrees to provide the ARTIST access to CITY property, as a work site to prepare the
Jaycee Park Interpretive Public Art Markers concept.
2.10. ARTIST may not hire or utilize the services of any sub-contractor, employee or other
individual to assist the ARTIST in performing services under this agreement without the prior written
approval of the CITY.
ARTICLE 3
SCOPE OF SERVICES
ARTIST shall perform the following services in accordance with this Agreement with CITY as
follows:
3.1. All work performed under this Agreement shall be done in a professional manner.
3.2. The Jaycee Park Interpretive Public Art Markers concept shall be produced to the CITY's
satisfaction and in conformity with the appropriate moral and ethical standards for the community in
which the CITY is located. The CITY shall have the right to approve and/or reject the Jaycee Park
Interpretive Public Art Markers concept or any portion thereof.
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3.3 The ARTIST shall perform and provide services as set forth in the Request for Qualifications
dated January 14,2008, a copy of which is attached hereto as Exhibit "A".
ARTICLE 4
TERM AND TERMINATION
4.1. This Agreement shall take effect as of the date of execution as shown herein below and shall
end upon completion of the ARTIST's work and services described in Articles 2 and 3 hereof.
4.2. This Agreement may be terminated by the CITY for cause or convenience, upon ten (10) days
written notice by the CITY to ARTIST. In the event that this agreement is terminated by the CITY for
convenience, the CITY agrees to compensate the ARTIST for all completed work. Should the
ARTIST abandon this Agreement or cause it to be terminated, ARTIST shall indemnify the CITY
against any loss pertaining to this termination.
4.3. All documents and plans belonging to the CITY will be furnished to the CITY upon completion
and/or termination of the Agreement, whichever occurs first.
4.4. The CITY's rights to exhibit, publish, broadcast, advertise and otherwise use of the likeness of
the Jaycee Park Interpretive Public Art Markers concept shall survive the termination of this
Agreement.
ARTICLE 5
COMPENSATION
The CITY shall provide compensation and/or payments to the ARTIST at a deposit of Yz of
$10,000.00 to begin the project with the balance upon completion of a proposal for the implementation
of the Jaycee Park Interpretive Public Art Markers. Time line for project completion is two months
from signature of agreement.
ARTICLE 6
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
CITY or ARTIST may request changes that would increase, decrease or otherwise modify the Scope of
Services to be provided under this Agreement. Such changes or additional services must be in
accordance with the provisions of the CITY's Code of Ordinances and must be contained in a written
amendment, executed by the Parties hereto, with the same formality and with equal dignity herewith
prior to any deviation from the term or scope of this Agreement, including the initiation of any
additional or extra work. In no event will ARTIST be compensated for any work which has not been
described in a separate written agreement executed by the Parties hereto.
ARTICLE 7
MISCELLANEOUS
7.1. Insurance. Professional liability insurance shall be maintained during the life of this contract to
comply with statutory limits for all employees, and in the case any work is sublet, the ARTIST shall
require the sub-Contractors similarly to provided.
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A. ARTIST shall secure and maintain in force, throughout the duration of this contract,
professional liability insurance with a minimum coverage of $1,000,000. (all professional
contract services).
B. Said general liability policy shall name the City of Boynton Beach as an additional insured and
shall include a provision prohibiting cancellation of said policy except upon thirty (30) days
prior written notice to the City.
C. ARTIST shall furnish the City with a certificate of insurance after award has been made prior to
the start of any work for the City. Said insurance companies must be authorized to do business
in the State of Florida and the City will not accept any company that has a rating less than B+
in accordance with A.M. Best's Key Rating Guide, latest edition.
D. Reference Insurance Advisory Form for additional types of insurance and limits required. The
City reserves the right to require additional types of insurance, or to raise or lower the stated
limits, based upon identified risk.
If ARTIST claims to be exempt from this requirement, ARTIST shall provide CITY proof of
such exemption along with a written request for CITY to exempt ARTIST, written on
ARTIST's letterhead.
7.2. Independent Contractor. This Agreement does not create an employee/employer
relationship between the Parties. It is the intent of the Parties that the ARTIST is an independent
contractor under this Agreement and not the CITY's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments,
Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State
Unemployment Insurance law. The ARTIST shall retain sole and absolute discretion in the judgment
of the manner and means of carrying out ARTIST's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this Agreement shall be
those of ARTIST, which policies of ARTIST shall not conflict with CITY, State, or United States
policies, rules or regulations relating to the use of ARTIST's funds provided for herein. The ARTIST
agrees that it is a separate and independent enterprise from the CITY, that it had full opportunity to
find other business, that it has made its own investment in its business, and that it will utilize a high
level of skill necessary to perform the work. This Agreement shall not be construed as creating any
joint employment relationship between the ARTIST and the CITY and the CITY will not be liable for
any obligation incurred by ARTIST, including but not limited to unpaid minimum wages and/or
overtime premiums.
7.3. Assignments.
7.3.1. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered, under any circumstances, by ARTIST without the prior written consent of CITY.
However, this Agreement shall run to the CITY and its successors and assigns.
7.3.2. It is further agreed that no modification, amendment or alteration in the terms or
conditions contained herein shall be effective unless contained in a written document executed
with the same formality and of equal dignity herewith.
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7.4. No Contingent Fees. ARTIST warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the ARTIST to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or
firm, other than a bona fide employee working solely for ARTIST any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
F or the breach or violation of this provision, the CITY shall have the right to terminate the Agreement
without liability at its discretion, to deduct from the contract price, or otherwise recover the full
amount of such fee, commission, percentage, gift or consideration.
7.5. Notice. Whenever any party desires to give notice unto any other party, it must be given
by written notice, sent by registered United States mail, with return receipt requested, addressed to the
party for whom it is intended and the remaining party, at the places last specified, and that places for
giving of notice shall remain such until they shall have been changed by written notice in compliance
with the provisions of this section. For the present, the ARTIST and the CITY designate the following
as the respective places for giving of notice:
CITY:
Kurt Bressner, City Manager
City of Boynton Beach
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33435
Telephone No. (561) 742-6010
Facsimile No. (561) 742-6011
Copy To:
James A. Cherof, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
ARTIST:
\-1- 5S((fB
7.6. Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has the full legal power to execute this Agreement on behalf of the
party for whom he or she is signing, and to bind and obligate such party with respect to all provisions
contained in this Agreement.
7.7. Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
7.8. Severability. If any provision of this Agreement or application thereof to any person or
situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the
application of such provisions to persons or situations other than those as to which it shall have been
held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect,
and be enforced to the fullest extent permitted by law.
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7.9. Governing Law. This Agreement shall be governed by the laws of the State of Florida
with venue lying in Palm Beach County, Florida.
7.1 O. Attorney's Fees. In the event that either party brings suit for enforcement of this
Agreement, each party shall bear its own attorney's fees and costs.
7.11. Extent of Agreement. This Agreement represents the entire and integrated agreement
between the CITY and the ARTIST and supersedes all prior negotiations, representations or
agreements, either written or oral.
7.12. Equal Employment Opportunity. In the performance of this Agreement, the ARTIST shall
not discriminate against any firm, employee or applicant for employment or any other firm or
individual in providing services because of sex, age, race, color, religion, ancestry or national origin.
7.13. Waiver. Any failure by ARTIST to require strict compliance with any provision of this
contract shall not be construed as a waiver of such provision, and ARTIST may subsequently require
strict compliance at any time, notwithstanding any prior failure to do so.
7.14. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same instrument.
7.15. Usage Rights: After final acceptance of the artwork by the CITY, the following artists'
rights shall be guaranteed:
-Maintenance of public artworks shall be the responsibility of the CITY or developer or
property association and not the ARTIST. The responsible party shall make reasonable
efforts to maintain the artwork in good repair. The responsible party shall attempt to
consult the ARTIST on major repairs.
-The artwork shall not be altered, modified, removed or relocated from a site integral to the
concept for the work without first consulting with the ARTIST, if reasonably possible. If a
work, nevertheless, has been significantly altered, the ARTIST shall have the right to
disclaim authorship.
-Copyright of the artwork shall belong to the creator(s), but the CITY or developer or property
association shall be granted the right to make two-dimensional reproductions for non-
commercial purposes.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year
first written above.
ATTEST:
CITY OF BOYNTON BEACH. FLORIDA
oIcAc~ t/~
KURT BRESSNER, CITY MANAGER
C~5 <l-J- ?'7?f~ <
APPROVED AS TO FORM:
(J .'
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OF?ICE OF THE CITY ATTORNEY
WITNESSES:
C ~lD1JJtr4t6~
;:io(/m:t~ ~cM~
STATE OF LORIDA. .:
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ARTIST
CffO\.~e. ~L I\. C -
[1 & : ss:
COUNTY OF AliA Rell :
BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments,
personally appeared Ln1J-; LAVe('r,~re. as 1\65;. C,'-J..y ~ of BO'lNT{)N Pen-t.tI
who is personally known to me or who has produced as
identification, and acknowledged executing the foregoing Agreement as the proper official of
C, ~II nf R--....,IT/~ ecttor the use and purposes mentioned therein and that the instrument is the act and deed
~ .
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State
and County aforesaid on this 7-rl-. day of ~AjJr21-1 ,2008.
NOTARY h.nu~, ,Lei'" JI. fLORlDA
~ Judith A. Pyle
Commission # DD421091
Expires: APR. 21, 2009
Bonded TIu'u Atlantic Bon(\!n~ l::o.. Jnc.
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